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                                                                   EXHIBIT 10.63

                       THE CIT GROUP/BUSINESS CREDIT, INC.
                                   THIRD FLOOR
                             300 SOUTH GRAND AVENUE
                          LOS ANGELES, CALIFORNIA 90071
                            TELEPHONE: (213) 613-2575
                           TELECOPIER: (213) 613-2588


                                 April 15, 1997


Clothestime Stores, Inc.
5325 East Hunter Avenue
Anaheim, California 92807
Attn:  Chief Financial Officer

                               Re: Limited Waiver

Ladies and Gentlemen:

               1. We refer to the Financing Agreement dated December 28, 1995,
as amended from time to time (the "Agreement"), among The CIT Group/Business
Credit, Inc., as Lender ("CITBC"), Clothestime Stores, Inc., as Borrower, and
The Clothestime, Inc. ("TCI"), MRJ Industries, Inc., Clothestime Investment,
Inc., Clothestime International, Inc., and Clothestime Acquisition Corporation,
as Guarantors. The Borrower and the Guarantors are referred to herein
collectively as the "Debtors." Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Agreement.

               2. You have advised us of several matters in the Cases and a
prospective transaction that, in the absence of this Waiver Letter, could result
in violations of certain covenants set forth in the Agreement. These matters are
as follows:

                      a. TCI, Norman Abramson and the Official Committee have
        entered into a stipulation and agreed order resolving the claims by Mr.
        Abramson against the Debtors and the claims by the Debtors against Mr.
        Abramson (the "Abramson Stipulation"). The Abramson Stipulation
        provides, among other things, for the Debtors' payment to Mr. Abramson,
        not later than 10 business days after the Abramson Stipulation is
        entered by the Bankruptcy Court and has become final and nonappealable,
        of a lump sum of $378,007.38 (the "Abramson Settlement Payment"). The
        Debtors and the Official Committee are jointly seeking Bankruptcy Court
        approval of the Abramson Stipulation.

                      b. TCI, John Ortega II and the Official Committee are 
        negotiating the terms of a stipulation and





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Clothestime Stores, Inc.
April 15, 1997
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        agreed order resolving the claims by Mr. Ortega against the Debtors and
        the claims by the Debtors against Mr. Ortega (the "Ortega Stipulation").
        The parties anticipate that the Ortega Stipulation will provide, among
        other things, for one or more payments to Mr. Ortega, in an aggregate
        amount not to exceed $290,765.65 (the "Ortega Settlement Payments"). The
        Debtors and the Official Committee anticipate seeking Bankruptcy Court
        approval of the Ortega Stipulation after its terms have been finalized.

                      c. On April 2, 1997, the Bankruptcy Court granted the
        motion (the "Wells Motion") of Wells Fargo, as agent for itself and
        Union Bank of California, N.A., successor to Union Bank (collectively,
        the "Banks"), for relief from the automatic stay to exercise Wells
        Fargo's and the Banks' remedies with respect to a bond issued by the New
        York State Dormitory Authority (the "New York Bond") and certain sales
        proceeds (collectively, the "Collateral") that were collateral for the
        Debtors' prepetition financing facility with the Banks. Such remedies
        include the right to sell the New York Bond on the public market and to
        apply the Collateral to the Banks' secured prepetition claims. The
        proposed order granting the relief requested in the Wells Motion that
        Wells Fargo has submitted to the Bankruptcy Court is attached hereto as
        Exhibit A and referred to herein as the "Wells Collateral Order."

                      d. The Debtors are in the process of negotiating a sale of
        the office and warehouse facility located at 5395 East Hunter Avenue in
        Anaheim, California (the "Office Building"). Pursuant to financing
        arrangements entered into by the Debtors with Wells Fargo and the Banks
        prior to the Petition Date, Wells Fargo holds a first priority lien on
        the Office Building, and the Banks hold a second priority lien on the
        Office Building. Any sale of the Office Building during the pendency of
        the Cases will be subject to Bankruptcy Court approval. The Debtors
        anticipate that, in their motion for approval of such sale, they will
        seek an order directing that the net proceeds of such sale (the "Office
        Building Sale Proceeds") be paid to Wells Fargo, to the extent of its
        first lien against the Office Building, and the remainder of the
        proceeds be applied to the secured prepetition claims of the Banks. The
        Bankruptcy Court order that is ultimately entered approving the sale of
        the Office Building is referred to herein as the "Office Building Sale
        Order."

               3.     The Bankruptcy Court's entry of either the Abramson 
Stipulation or the Ortega Stipulation may result in an

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Clothestime Stores, Inc.
April 15, 1997
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Event of Default under Section 9.1(g) of the Agreement. In addition, the
Debtors' payment of the Abramson Settlement Payment or the Ortega Settlement
Payments may result in a violation of Section 6.8(J) of the Agreement, and thus
may result in an Event of Default under Sections 9.1(g) and 9.1(r) of the
Agreement.

               4. The Bankruptcy Court's entry of the Wells Collateral Order may
result in an Event of Default under Section 9.1(f) of the Agreement. Wells
Fargo's exercise of its and the Banks' remedies, as authorized by the Wells
Collateral Order, also may result in a violation of Section 6.8(J) of the
Agreement, and thus may result in an Event of Default under Sections 9.1(g) and
9.1(r) of the Agreement.

               5. The Bankruptcy Court's entry of the Office Building Sale Order
may result in an Event of Default under Section 9.1(f) of the Agreement. The
sale of the Office Building and the payment of the Office Building Sale Proceeds
to the Banks may result in a violation of Sections 6.8(C) and 6.8(J) of the
Agreement, and thus may result in an Event of Default under Sections 9.1(g) and
9.1(r) of the Agreement.

               6. At your request, we hereby confirm to you that: (a) we hereby
waive any violations of the Agreement that result from: (i) the Bankruptcy
Court's entry of an order approving the Abramson Stipulation or the Ortega
Stipulation or its entry of the Wells Collateral Order or the Office Building
Sale Order; (ii) the Debtors' payment of the Abramson Settlement Payment or any
of the Ortega Settlement Payments following the Bankruptcy Court's entry of the
Abramson Stipulation or the Ortega Stipulation, as applicable; (iii) Wells
Fargo's exercise of its remedies with respect to the Collateral pursuant to the
Wells Collateral Order, including, without limitation, the sale of the New York
Bond and the application of the Collateral to the Banks' secured prepetition
claims; or (iv) the sale of the Office Building or the payment of the Office
Building Sale Proceeds to Wells Fargo and the Banks; and (b) such violations
shall not constitute or result in a Default or an Event of Default under the
Agreement.

               7. In consideration of our execution of this Waiver Letter, you
agree to pay us an Accommodation Fee of $25,000. Such fee shall be due and
payable in full on the Effective Date (as hereinafter defined) and may, at our
option, be charged to your Revolving Loan Account on the due date thereof. By
signing below, you expressly authorize CITBC to charge your loan account
pursuant hereto.


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Clothestime Stores, Inc.
April 15, 1997
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               8. This Waiver Letter shall not constitute a waiver by us of any
other existing Defaults and/or Events of Default under the Agreement, whether or
not we have knowledge of same, and shall not constitute a waiver of any future
Defaults and/or Events of Default whatsoever.

               9. By signing below, you represent and warrant to CITBC that, as
of the date hereof, no event has occurred and is continuing, or would result
from the execution and effectiveness of this Waiver Letter, that would
constitute a Default or Event of Default other than such Defaults or Events of
Default described herein.

               10. This Waiver Letter, and the waivers set forth herein, shall
be effective upon the date (such date, the "Effective Date") that CITBC shall
have received in full the Accommodation Fee set forth in Paragraph 7.

               11. Except as herein specifically provided, no other amendment,
modification, waiver or change of any of the other terms or provisions of the
Agreement is hereby intended or implied, and all terms and conditions of the
Agreement and the Loan Documents remain in full force and effect. If the
foregoing is in accordance with your understanding, please sign and return to us
the enclosed copy of this letter to so indicate.

                                           Very truly yours,

                                           THE CIT GROUP/BUSINESS CREDIT, INC.



                                           By: /S/BONNIE SCHAIN
                                              ----------------------------------
                                           Title: Assistant Vice President
                                                --------------------------------


Read and agreed to as of the date set forth above:

CLOTHESTIME STORES, INC.




By: /S/DOUGLAS L. PEREIRA
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   Title:       CFO
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